Exhibit 10.1


 


WAIVER
AGREEMENT


 


THIS WAIVER AGREEMENT is
entered into as of July 29, 2008 by and among MONACO COACH CORPORATION, a
Delaware corporation, SIGNATURE MOTORCOACH RESORTS, INC., a Delaware
corporation formerly known as MCC Acquisition Corporation, OUTDOOR RESORTS OF
LAS VEGAS, INC., a Nevada corporation, OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB,
INC., a California corporation, NAPLES MOTORCOACH RESORT, INC., a Florida
corporation formerly known as Outdoor Resorts of Naples, Inc., R-VISION
HOLDINGS LLC, a Delaware limited liability company, R-VISION, INC., an Indiana
corporation, R-VISION MOTORIZED LLC, an Indiana limited liability company,
BISON MANUFACTURING, LLC, an Indiana limited liability company, ROADMASTER LLC,
an Indiana limited liability company, LA QUINTA MOTORCOACH RESORT, INC., a
California corporation, PORT OF THE ISLES MOTORCOACH RESORT, INC., a Florida
corporation, and SIGNATURE RESORTS OF MICHIGAN, INC., a Michigan corporation,
(each of the foregoing parties individually referred to as “Borrower” and all
collectively referred to as “Borrowers”), each of the Lenders signatory hereto
and U.S. BANK NATIONAL ASSOCIATION, as the Administrative Lender.


 


WHEREAS, Borrowers, Lenders
and Administrative Lender are parties to that certain Third Amended and
Restated Credit Agreement dated November 18, 2005 (as previously amended,
the “Credit Agreement”);


 


WHEREAS Borrowers failed to
comply with the requirements of Sections 10.1, 10.3 and 10.4 of the Credit
Agreement as of Parent’s second fiscal quarter of 2008 (collectively, the “Existing
Defaults”); and


 


WHEREAS, the parties desire
to waive the Existing Defaults on the terms set forth below;


 


NOW, THEREFORE, in
consideration of the mutual covenants and promises of the parties contained
herein, Borrowers, Lenders and Administrative Lender hereby agree as follows:


 


1.             Definitions.    All capitalized terms used but not defined
herein shall have the meaning attributed to them in the Credit Agreement.


 


2.             Borrowers’ Acknowledgments.    Each Borrower hereby acknowledges and agrees
as follows:  (a) it is obligated to
Lenders pursuant to the Loan Documents; (b) the Loan Documents are legal,
valid and binding obligations of Borrower enforceable in accordance with their
terms; and (c) it has no defense, offset, claim or counterclaim with
respect to any of the Loan Documents or its obligations thereunder.


 

















 


3.             Waiver.    The Existing Defaults are hereby
waived.  This Waiver Agreement is not
intended to be and is not a waiver by any Lender of any Default other than the
Existing Defaults.  Lenders’ willingness
to grant the waiver set forth above shall not be construed as a willingness by
any Lender to grant any subsequent waiver of any of Borrowers’ obligations to
any Lender.  All of the provisions of the
Credit Agreement and the other Loan Documents remain in full force and effect.


 


4.             GENERAL RELEASE.    IN CONSIDERATION OF THE BENEFITS PROVIDED
TO EACH BORROWER UNDER THE TERMS AND PROVISIONS HEREOF, EACH BORROWER HEREBY
AGREES AS FOLLOWS (“GENERAL RELEASE”):


 


(A)         EACH BORROWER, FOR ITSELF AND ON BEHALF OF ITS RESPECTIVE
SUCCESSORS AND ASSIGNS, DOES HEREBY RELEASE, ACQUIT AND FOREVER DISCHARGE
LENDERS, ALL OF LENDERS’ PREDECESSORS IN INTEREST, AND ALL OF LENDERS’ PAST AND
PRESENT OFFICERS, DIRECTORS, ATTORNEYS, AFFILIATES, EMPLOYEES AND AGENTS, OF
AND FROM ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, LIABILITIES, INDEBTEDNESS,
BREACHES OF CONTRACT, BREACHES OF DUTY OR OF ANY RELATIONSHIP, ACTS, OMISSIONS,
MISFEASANCE, MALFEASANCE, CAUSES OF ACTION, DEFENSES, OFFSETS, DEBTS, SUMS OF
MONEY, ACCOUNTS, COMPENSATION, CONTRACTS, CONTROVERSIES, PROMISES, DAMAGES,
COSTS, LOSSES AND EXPENSES, OF EVERY TYPE, KIND, NATURE, DESCRIPTION OR
CHARACTER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, LIQUIDATED OR
UNLIQUIDATED, EACH AS THOUGH FULLY SET FORTH HEREIN AT LENGTH (EACH, A “RELEASED
CLAIM” AND COLLECTIVELY, THE “RELEASED CLAIMS”), THAT BORROWER NOW HAS OR MAY ACQUIRE
AS OF THE DATE HEREOF (THE “RELEASE DATE”), INCLUDING WITHOUT LIMITATION, THOSE
RELEASED CLAIMS IN ANY WAY ARISING OUT OF, CONNECTED WITH OR RELATED TO ANY AND
ALL PRIOR CREDIT ACCOMMODATIONS, IF ANY, PROVIDED BY ANY LENDER, OR ANY OF
LENDERS’ PREDECESSORS IN INTEREST, TO BORROWER, AND ANY AGREEMENTS, NOTES OR
DOCUMENTS OF ANY KIND RELATED THERETO OR THE TRANSACTIONS CONTEMPLATED THEREBY
OR HEREBY, OR ANY OTHER AGREEMENT OR DOCUMENT REFERRED TO HEREIN OR THEREIN.


 


(B)         EACH BORROWER HEREBY ACKNOWLEDGES, REPRESENTS AND WARRANTS
TO LENDERS THAT:  (i) IT AGREES TO
ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES
AND RELEASED CLAIMS WHICH ARE RELEASED BY THE PROVISIONS OF THIS GENERAL
RELEASE IN FAVOR OF LENDERS, AND EACH BORROWER HEREBY WAIVES AND RELEASES ALL
RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY LAW WITH REGARD TO
THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND
RELEASED CLAIMS; (ii) IT HAS HAD AN OPPORTUNITY TO OBTAIN A LAWYER’S
ADVICE 


 

















 


CONCERNING THE LEGAL
CONSEQUENCES OF EACH OF THE PROVISIONS OF THIS GENERAL RELEASE; (iii) NONE
OF THE PROVISIONS OF THIS GENERAL RELEASE SHALL BE CONSTRUED AS OR CONSTITUTE
AN ADMISSION OF ANY LIABILITY ON THE PART OF ANY LENDER OR OTHER PERSON
RELEASED HEREBY; (iv) THE PROVISIONS OF THIS GENERAL RELEASE SHALL
CONSTITUTE AN ABSOLUTE BAR TO ANY RELEASED CLAIM OF ANY KIND, WHETHER ANY SUCH
RELEASED CLAIM IS BASED ON CONTRACT, TORT, WARRANTY, MISTAKE OR ANY OTHER
THEORY, WHETHER LEGAL, STATUTORY OR EQUITABLE; AND (v) ANY ATTEMPT TO
ASSERT A RELEASED CLAIM BARRED BY THE PROVISIONS OF THIS GENERAL RELEASE SHALL
SUBJECT BORROWER TO THE PROVISIONS OF APPLICABLE LAW SETTING FORTH THE REMEDIES
FOR THE BRINGING OF GROUNDLESS, FRIVOLOUS OR BASELESS CLAIMS OR CAUSES OF
ACTION.


 


5.             Fees.    Upon execution of this Waiver Agreement,
Borrower shall pay to Administrative Agent, for the ratable benefit of each
Lender executing this Waiver Agreements, a fee of $326,785.70.  In addition, Borrowers shall pay to
Administrative Lender, for Administrative Lender’s own account, the fee set
forth in that certain fee letter from U.S. Bank to Borrower’s Agent of even
date herewith.


 


6.             Effective Date.    Upon payment of the fees set forth above,
this Waiver Agreement shall be effective as of the date first written above.


 


7.             Miscellaneous.


 


7.1          This Waiver Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be
an original, and all of which when taken together shall constitute one and the
same agreement.  Delivery of an executed
signature page of this Waiver Agreement by fax or in PDF format by email
shall be effective as delivery of a manually executed counterpart hereof.


 


7.2          EACH OF BORROWERS, ADMINISTRATIVE LENDER AND LENDERS
HEREBY:  (A) SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF OREGON AND THE FEDERAL
COURTS OF THE UNITED STATES FOR THE DISTRICT OF OREGON FOR THE PURPOSE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, THIS WAIVER AGREEMENT; (B) AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH COURTS; (C) IRREVOCABLY WAIVES (TO THE FULL EXTENT
PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE
FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; AND (D) AGREES
THAT A 


 

















 


FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW.


 


7.3           EACH OF BORROWERS, ADMINISTRATIVE LENDER AND LENDERS, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM OR OTHER
LITIGATION IN ANY WAY ARISING OUT OF OR RELATING TO THIS WAIVER AGREEMENT, ANY
OTHER OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS OR EVENTS REFERENCED
HEREIN OR THEREIN OR CONTEMPLATED HEREBY OR THEREBY, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. 
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE LOAN DOCUMENTS.  A COPY OF THIS SECTION MAY BE FILED
WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER OF THE RIGHT TO TRIAL BY JURY
AND THE CONSENT TO TRIAL BY COURT.


 


7.4           This Waiver Agreement shall be governed by and construed
in accordance with the laws of the State of Oregon, without regard to the conflicts
of laws provisions thereof.


 


[INTENTIONALLY LEFT BLANK]


 

















 


IN
WITNESS WHEREOF, Borrowers, Lenders and Administrative Lender have executed
this Waiver Agreement and Waiver Agreement as of the date first above written.


 


	
  MONACO COACH CORPORATION 

  	
   

  	
  SIGNATURE MOTORCOACH
  RESORTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/: P. Martin Daley

  	
   

  	
  By: 

  	
  /s/: John Nepute 

  
	
  Title:VP/CFO/Treasurer

  	
   

  	
  Title: VP/Treasurer

  
	
   

  	
   

  	
   

  
	
  OUTDOOR RESORTS OF LAS
  VEGAS, 

  INC. 

  	
   

  	
  OUTDOOR RESORTS MOTORCOACH
  

  COUNTRY CLUB, INC. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/: P. Martin Daley

  	
   

  	
  By:

  	
  /s/: P. Martin Daley 

  
	
  Title:VP/CFO/Treasurer and
  Director

  	
   

  	
  Title: VP/CFO/Treasurer
  and Director

  
	
   

  	
   

  	
   

  
	
  NAPLES MOTORCOACH RESORT,
  INC. 

  	
   

  	
  R-VISION HOLDINGS LLC 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/: P. Martin Daley 

  	
   

  	
  By:

  	
  /s/: P. Martin Daley

  
	
  Title: VP/CFO/Treasurer
  and Director

  	
   

  	
   Title: VP/Treasurer

  
	
   

  	
   

  	
   

  
	
  R-VISION, INC. 

  	
   

  	
  R-VISION MOTORIZED LLC 

  By: R-Vision Holdings LLC, its manager 

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/: P. Martin Daley 

  	
   

  	
  By:

  	
  /s/: P. Martin Daley 

  
	
  Title: VP/Treasurer

  	
   

  	
  Title: VP/Treasurer

  
	
   

  	
   

  	
   

  
	
  BISON MANUFACTURING, LLC 

  By: R-Vision Holdings LLC, its manager 

  	
   

  	
  ROADMASTER LLC 

  By: R-Vision Holdings LLC, its manager 

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/: P. Martin Daley 

  	
   

  	
  By:

  	
  /s/: P. Martin Daley 

  
	
  Title: VP/Treasurer

  	
   

  	
  Title: VP/Treasurer

  



 

















 


	
  LA QUINTA MOTORCOACH
  RESORT, 

  INC.

  	
   

  	
  PORT OF THE ISLES MOTORCOACH
  RESORT, 

  INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/: P. Martin Daley

  	
   

  	
  By:

  	
  /s/: P. Martin Daley

  
	
  Title: VP/CFO/Treasurer
  and Director

  	
   

  	
  Title: VP/Treasurer

  
	
   

  	
   

  	
   

  
	
  SIGNATURE RESORTS OF
  MICHIGAN, 

  INC.

  	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/: P. Martin Daley

  	
   

  	
  By:

  	
  /s/: Oran Coffin

  
	
  Title: VP/Treasurer

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
  NATIONAL CITY BANK OF
  INDIANA

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/: David G. McNeely

  	
   

  	
  By:

  	
  /s/: Michael Snook

  
	
  Title: Senior Vice
  President

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
  BANK OF THE WEST

  	
   

  	
  WELLS FARGO BANK, NATIONAL
  

  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/: Brett German

  	
   

  	
  By:

  	
  /s/: Mark Tatum

  
	
  Title: Vice President

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
  GE COMMERCIAL DISTRIBUTION
  

  FINANCE CORPORATION

  	
   

  	
  UNION BANK OF CALIFORNIA,
  N.A.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/:

  	
   

  	
  By:

  	
  /s/: Mike W. Hart

  
	
  Title: Credit Director

  	
   

  	
  Title: Senior Vice
  President